Supplying of 43 53 grade ordinary portland cement in bags of 50 Kgs

PART – I: Tender Clauses

Tender Due Date: The due date for submission of quote is _________ (date/time) at ________ (postal address & place to be informed). Submission of tender can also be done through e-mail having e-mail ID (to be specified).

Validity of the Quotation:

Price quoted should be net and unless otherwise specified should remain valid for our acceptance for a

minimum of 120 days from the closing date of enquiry and the materials of offered should be perfectly kept

under provisional reservation for this quotation.

Submission of Tender:

a) The bidder is required to submit bids directly to HAL either through post/courier/drop in sealed

cover with clear marking of bidder details. The cover should be marked with tender no., due date

and bidders postal address. Response received, without bearing the bidder address will not be

entertained. Bid submitted by bidder’s authorized dealer/ distributor/ channel partner should

accompany with ink signed or scanned copy of ink signed authorization letter of the bidder to

whom tender has been originally issued. In the absence of authorization letter, the bids submitted

shall be considered as unsolicited.

b) The bid submitted through e-mail will be accepted subject to the same being sent to the specified email

ID indicated in the tender document if it is in the tender through email. However, unsigned copy

of bid received through email/Manual offers will not be considered in Limited/Open tender.

c) Response to bid through e-Procurement portal/ GeM portal should be uploaded in the e-Portal/

GeM portal respectively.

d) Submission of tender in two bid system in manual mode:

e) In response to tender in two bid system, the bidders are required to submit technical bid and

commercial bid separately. Each bid will be put in separate sealed cover marked with tender

No., due date and indicated as technical bid or commercial bid as the case may be. Both sealed

covers will be put in a single cover, which will again be sealed and superscribed with tender no.

f) The technical bid should also include EMD in original form and Integrity Pact (if applicable).

Technical bid without EMD in original form will be rejected. In case of EMD sent by SWIFT/ Wire

Transfer, Transaction Code should be indicated along with the technical bid. The technical bid

will be accepted only after confirmation of receipt of EMD in time.

g) Bid received with technical bid and commercial bid in open condition inside one envelope will be

h) Submitting only one bid with rates and technical details as a single bid will be rejected.

Apart from the above, the below provision/clause may be considered in case of Indigenous, if

(Note the below point (i) may be considered in addition to above provisions of clause 3 “Part - I” before

including in the RFP/Tender)

i) In case of bid documents are bulky and cannot be dropped in the tender box, the same can be

handed over to ___________ (name) ____________ (designation).

a) Bid received after the due date and time specified in the tender shall be considered as late tender and

will not be considered.

b) HAL will not be responsible for loss or delay in receipt of tender documents/ tender in transit.

c) HAL will not be responsible for inability of bidder to upload the tender documents in e-procurement.

d) HAL reserves the right to reject late or incomplete tender.

Opening of Tenders issued in Manual mode:

a) Tender will be opened on (date/time) at (postal address & place to be

indicated). Bidders or their authorized representatives, who are desirous to attend the tender opening

may forward written confirmation with name of authorized person and designation prior to tender

b) During tender opening only the important particulars like price, payment and delivery terms will be

Tender Evaluation:

a. The tender will be evaluated on (package-wise or line item basis to be indicated by HAL).

b. Bid with lowest price conforming to the specification will be considered for placement of order.

c) If the bidder considers that tendered quantity is small, the bidder may quote for Minimum Ordering

Quantity (MOQ). Commercial evaluation in this case will be done on MOQ x unit price, if MOQ offer

beyond 20% of RFQ quantity.

d) If two or more bidders quote the same price, HAL reserves the right to seek revised offer from the

same bidders and placing order on revised L-1 offer. If same situation prevails then HAL reserve the

right to place order on any of them.

e) If the lowest bidder has not offered full quantity, for the balance quantity HAL reserves the right to source from other bidders on L1 price.

Conditional discounts will not be considered in evaluation of tender. f) In respect of two bid system, technical bid will be opened on the tender opening date. After technical evaluation, the Commercial bids of those bidders who are technically acceptable will be opened. The below additional provision may be considered in case of Indigenous: g) Applicability of the Taxes (IGST/CGST etc.) should be explicitly indicated by the bidder in his response either in percentage or in absolute terms. In the absence of this input the offer would be considered all inclusive. The below additional provision may be considered in case of Foreign: h) Bid received in different currency will be converted to Indian Rupees. The TT selling rate for foreign currency exchange rate for conversion will be adopted as per the ____ Bank ______ Branch in India as on date of tender opening.

Eligible Goods & Services:

a) Country of Origin:

The term “origin” used in this clause means the place from where the Services (and incidental Goods,

including subcontracted components) are arranged and delivered, or manufactured.

b) Bidder’s country which shares a land border with India:

(Note: For details please refer HAL Circular no. HAL/CD/617(GFR-Rule144(xi))/2020/444 dt.04-09-

2020. The appropriate Appendix i.e. Appendix-A (Type I & II) & Appendix-B (Type I & II), may be

considered for inclusion along with RFQ/RFP).

Any bidder from a country, which shares a land border with India will be eligible to bid in this tender

only if the bidder is registered with the Competent Authority (i.e. the registration committee constituted

by the Department for Promotion of Industry and Internal Trader (DPIIT). However, the bidders from

those countries (even if sharing a land border with India) to which the Government of India has

extended lines of credit or in which the Government of India is engaged in development projects are

not required to register with Competent Authority and will be eligible to bid in this tender.

Bidder from a country, which shares a land border with India, for the purpose of this Order means:-

i) An entity incorporated, established or registered in such a country; or

ii) A subsidiary of an entity incorporated, established or registered in such a country; or

iii) An entity substantially controlled through entities incorporated, established or registered in

such a country; or

iv) An entity whose beneficial owner is situated in such a country; or

v) An Indian (or other) agent of such an entity; or

vi) A natural person who is a citizen of such a country; or

vii) A consortium or joint venture where any member of the consortium or joint venture falls under

any of the above.

Unless otherwise stipulated in the Contract, country of origin of ‘Services’ and related ‘Goods’ under

the contract shall have their origin in India or other countries and must conform to the declaration,

made by the Supplier in its bid regarding but not limited to any restrictions on certain countries with

land-borders with India.

The successful bidder shall not be allowed to sub-contract works to any contractor from a country,

which shares a land border with India unless such contractor is registered with the Competent

c) Minimum Local Content:

(Note: For details please refer HAL Circular no. HAL/CD/617(PPP-MII-Rev-4)/2021/ 659 dt.27-01-

Minimum Local content (Make in India Policy):

The ‘local content’ requirement to categorize a supplier as ‘Class-I local supplier’ is minimum 50%.

For ‘Class-II local supplier’, the ‘local content’ requirement is minimum 20%. Nodal Ministry/

Department may prescribe only a higher percentage of minimum local content requirement to

categorize a supplier as ‘Class-I local supplier/ ‘Class-II local supplier’. For the items, for which Nodal

Ministry/ Department has not prescribed higher minimum local content notification, it shall be 50%

and 20% for ‘Class-I local supplier’/ ‘Class-II local supplier’ respectively.

Supplier’s status as MSEs:

It is relevant to note that as per Government of India direction, the aspect of MSEs policies also

included in the tender and the same is covered in the other terms & conditions which are part of RFQ.

The aspect as indicated below would be applicable for procurement which falls under divisible

category (i.e., not applicable for indivisible category).

 If any Indian vendor satisfies the requirement of MSEs stipulation and also falls within the

purchase preference margin as called for in MSME policy (in case of matching L1 price) will be

considered for ordering 25% of tendered quantity. The balance quantity/works will be

considered for distribution amongst all bidders (including MSEs) as per this subject purchase

preference policy.

 In case no MSEs qualifies for purchase preference or do not match with L1 price then the total

tendered quantity will be distributed amongst all bidders as per this subject purchase

preference policy.

That the bidder has to indicate MLC as part of offer & Self Certificate and Auditor might have also

indicated MLC as per their certification. In case there is difference in those values, the lowest of them

will be considered as the applicable MLC & the offer will be dealt accordingly. Other MLC information

will be treated as invalid.

Non-conformities between Figures and Words:

In case of non-conformities/errors are observed in responsive tenders between the quoted prices in figures

and in words. This situation normally does not arise in case of e-Procurement. This should be taken care

of in the manner indicated below:

i) If, in the price structure quoted for the required goods, there is discrepancy between the unit price

and total price (which is obtained by multiplying the unit price by the quantity), the unit price shall

prevail and the total price corrected accordingly;

ii) If there is an error in a total corresponding to the addition or subtraction of sub-totals, the sub-totals

shall prevail and the total shall be corrected; and

iii) If there is a discrepancy between words and figures, the amount in words shall prevail.

Such a discrepancy in an offer should be conveyed to the bidder asking him to respond by a target date

and if the bidder does not agree to HAL's observation, then the bid is liable to be rejected.

The Vendor will be held responsible for the stores being sufficiently and properly packed for tropical storage

and for transport by rail, road, sea or air so as to ensure their being free from loss or injury on arrival at their

destination. The packing and marking of packages shall be done by and at the expense of the vendor. Each

package shall contain a Packing Note quoting Purchase Order number and date showing its contents in

detail. Each shall be properly marked with Purchase Order No., Consignee’s name & address, packagehandling

instructions etc. The package shall have adequate provision for handling during transit.

3 Receipt & Despatch:

The Vendor is responsible for obtaining a clear receipt from the Transport Authorities specifying the goods

dispatched. He will not book any consignment on a said to contain’ basis. If he does so, he does it on his own

responsibility. HAL will take no responsibility for short deliveries or wrong supply of goods when the same

are booked on said to contain’ basis. HAL shall pay for only such stores as are actually received by them in

accordance with the contract.

a) The quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise,

conversion data must be furnished.

b) HAL reserves the right to order quantity less than indicated in the enquiry/ quoted for by bidder, at the

prices quoted, without any reference to the bidder.

c) For the Raw materials (in forms of bar, sheet, wires etc.) (applicable for RFQs for raw material) Qty.

tolerance ± 10% acceptable.

5 Quality & Workmanship:

1) Generally the stores shall be of the best quality and workmanship. Contractor shall comply with the

contract in all respects be to the satisfaction of HAL. Where tenders are called for in accordance with

‘particulars’, the contractor’s tenders to supply in accordance with such `particulars’ shall be deemed

to be an admission on his part that he has fully acquainted himself with the details thereof and no

claim on his part which may arise on account of non-examination or insufficient examination of the

‘particulars’ will in any circumstances be considered. The contractor shall supply the stores in

accordance with the ‘particulars’ unless any deviation is authorised as an exception expressly

specified in the Purchase Order.

2) The Stores/Goods supplied shall conform to the standards, if mentioned in the Technical Specifications,

or, where no applicable standard is mentioned, to the authoritative standards appropriate to the

Goods’ country of origin. Such standards shall be the latest issued by the concerned institution.

6 Inspection, Consequences of Rejection:

The goods on receipt in HAL will be subject to inspection and tests, if necessary and HAL inspector’s

decision as regards acceptance/rejection of goods shall be final and binding between the parties. (In case of

Plant & Machinery, goods shall be finally inspected & accepted only after successful commissioning)

If any stores are rejected, then HAL shall be at liberty to:

i) Allow the contractor to re-submit stores in replacement of those rejected within a time specified

by HAL, the contractor bearing the cost of freight in such replacement without being entitled to

any extra payment, (or)

ii) Buy the quantity of stores rejected or other of a similar nature elsewhere at the risk and cost of

the contractor without effecting the contractor's liability as regards the supply of any further

consignments due under the contract, (or)

iii) Terminate the contract and recover from the contractor the loss HAL may thereby incur. The

contractor shall not be entitled to any gain on the repurchase,

b) Any stores rejected by HAL’s Inspector must be removed by the contractor within 14 days from the

date of receipt of intimation of rejection and at his own cost, failing which the contractor shall be liable

to pay storage charges at 1% for each day of delay on the invoice value of the stores. If the stores

are not removed within a month from the date of intimation of rejection, the stores will be liable, to be

sold by HAL at the contractor’s risk and responsibility and the proceeds adjusted towards storage

c) In case any payment is made against delivery and it is found that the supplied item is rejected during

inspection/commissioning, contractor will be required to choose any one of the following options to

collect the rejected item for replacement:

i) Refund the amount paid and collect the item for replacement.

ii) Submit a Bank Guarantee for the amount already paid and collect the item for replacement.

iii) Bring the replacement item to HAL and collect the rejected item.

7 Supply of Alternative Item:

In case bidder is quoting for an alternative part number it should be confirmed that the offered part is fully

interchangeable with the required part. Applicable descriptive literature/ catalogue if any may please be

enclosed by the bidder with offer (at least two copies).

Where stores offered have a limited shelf-life, kindly indicate the life involved and confirm that in the event

of an order from us, only newly manufactured stores with the maximum possible shelf-life at the time of

dispatch will be offered for shipment. In respect of rubber items such as seals etc., having curing date, the

item should not have been manufactured earlier than 6 months of dispatch.

9 Deliveries, Consequences of Breach:

The date of delivery stipulated in the Purchase Order shall be deemed to be the essence of the Contract, and

delivery must be completed on or by the dates mentioned in the Purchase Order or the tender. Should the

Vendor fail to deliver the stores or any consignment thereof within the period prescribed for such delivery,

HAL shall be entitled at their option:

a. To recover from the Vendor as per liquidated damages, and not by way of penalty, a sum of 0.5% of

the price of any stores which the contractor has failed to deliver as aforesaid, for each week or part

thereof during which the delivery or such stores may be in arrears subject to a maximum of 10% of

the price of the stores in default (or)

b. To purchase elsewhere, with or without notice to the Vendor on the account and at the risk of the

Vendor, the stores not delivered or others of a similar description (where other exactly complying with

the particulars are not available), HAL’s decision in this respect will be final (or)

c. To terminate the contract in the event of action being taken under Para – (a) & (b) above, the Vendor

shall be liable for any loss which HAL may sustain on the account, but the Vendor shall not be entitled

to any gain on repurchases made against default.

10 Extension of Time:

If an extension is desired by the Vendor/Supplier, then Vendor/Supplier shall apply for extension of time to HAL

at least 15 days prior to the date of delivery without prejudice to the rights of HAL, then HAL may grant

extension of time for any cause which HAL may deem proper and the decision of HAL in this respect to be

final and binding and cannot be questioned in any manner whatsoever.

11 Training/ Factory Acceptance Test:

Vendor shall impart free training to HAL Personnel in the area of programming, operation, mechanical

maintenance and electronic/electric maintenance at Vendor’s work and also during commissioning. Further

boarding, lodging & travel of HAL’s personnel shall be borne by HAL.

12 Plant and Machinery Supplies:

Where Plant and Machinery, requiring inspection and test after erection at site if the completed plant or any

portion thereof before it is taken over, is defective or fail to fulfill the requirements of the contract, HAL shall

give the contractor notice setting from details of such defects or failures and the contractor shall forthwith

make the defective plant good to make it comply with the requirements of the contract. Should Vendor fail

to do so within a reasonable time, then HAL may reject and replace at the cost of the contractor the whole

or any portion of the plant and machinery, as per the requirements of the contract, all such replacement

shall be carried out by HAL, within a reasonable time, at reasonable price and where reasonably possible,

to the same particulars under competitive conditions.

13 Repeat Order:

HAL reserves the right to place repeat Order up to 100% of the value of the original order (statutory levies

shall be paid as applicable) within 12 months from the date of completion of the original order. The prices,

terms and conditions of the repeat order shall be the same as that of the original. However, placement of

repeat order is not guaranteed and this will be at the sole discretion of HAL.

(Note : The below repeat order provision/clause can be included in addition to the above para, if the original

order placing Division/Office is sure that the other Divisions/Offices of HAL may utilize the existing repeat

order clause in future)

“Repeat Order can be placed by any Division/Office of HAL including the Division/Office which has originally

placed the purchase order.

Warranty shall be for a period of twelve calendar months, after the goods have been taken over by HAL,

the contractor shall be responsible for any defects that may develop due to faulty materials, design or

workmanship and shall remedy such defects at his own cost when called upon to do so by HAL who shall

state in writing in what respect the portion is faulty. If it becomes necessary for the contractor to replace or

renew any defective portion of the goods the contractor shall make such replacement or renewal without

any extra cost to HAL.

During warranty minimum uptime of 95% shall be ensured failing which warranty period shall deem to be

proportionately extended. During warranty period equipment shall be replaced/repaired free of cost

including any to & fro freight/insurance involved. Supplier shall attend to warranty calls within ___

hours’/days’ notice.

3 Post-Warranty Service:

Arrangements for after sales service and maintenance (authorized service centre) in India on site during

warranty & post warranty period should be clearly indicated providing with name, address, phone, Mob no,

email Id of the contact person, infrastructure along with spare parts inventory held by your Authorized

Technical Service Center. The Vendor to indicate the validity period of authorization for the technical service

D. Clauses related to available Recourse for Breach by Supplier:

1 Liquidated Damages:

In the event of an order, we reserve the right to collect a sum of 0.5% per week including taxes of delay or

part thereof, subject to a maximum of 10% as our claim-towards liquidated damages on the undelivered

part of the order.

2 Penalties for Misdemeanors:

(Note: The below sub clause (a) and (c) both are applicable before execution of the contract or placing of

Purchase Order on a successful bidder and (b) shall be applicable only after execution of contract or placing

of Purchase Order.)

Without prejudice to and in addition to the rights of the HAL to other remedies as per the Tender-documents

or the contract, If the HAL concludes that a (prospective) bidder/ Supplier directly or through an agent has

committed a misdemeanor in competing for the tender or in executing a contract, the HAL shall be entitled,

and it shall be lawful on his part to take appropriate measures, including the following:

a) If Bidder/s bids are under consideration in any procurement:

Enforcement of Bid Securing Declaration in lieu of forfeiture or encashment of Bid Security.

Calling off of any pre-contract negotiations, and;

Rejection and exclusion of Bidder from the Tender Process

b) If a contract has already been awarded:

Termination of Contract for Default and availing all remedies prescribed thereunder;

Encashment and/ or Forfeiture of any contractual security or bond relating to the procurement;

Recovery of payments including advance payments, if any, made by the HAL along with interest

thereon at the prevailing rate;

c) Remedies in addition to the above:

In addition to the above penalties, the HAL shall be entitled for any of the following action/s, and it

shall be lawful on his part to:

File information against Bidder or any of its successors, with the Competition Commission of

India for further processing, in case of anti-competitive practices;

Initiate proceedings in a court of law against Bidder or any of its successors, under the Prevention

of Corruption Act, 1988 or the Indian Penal Code or any other law for transgression not

addressable by other remedies listed in this sub-clause.

Remove Bidder or any of its successors from the list of registered suppliers for a period not

exceeding two years. Suppliers removed from the list of registered vendors or their related

entities may be allowed to apply afresh for registration after the expiry of the period of removal.

Initiation of suitable disciplinary or criminal proceedings against any individual or staff found

Debar a bidder/ Supplier from participation in future procurements without prejudice to HAL’s

legal rights and remedies. Debarment shall automatically extend to all the allied firms of the

debarred firm. In the case of Joint Venture/ consortium, all its members shall also stand similarly

HAL may debar a bidder or any of its successors from participating in any Tender Process

undertaken by all its procuring entities for a period not exceeding two years commencing from

the date of debarment for. HAL shall maintain such a list which shall also be displayed on their

HAL may debar a bidder from participating in any Tender Process undertaken for a period not

exceeding three years commencing from the date of debarment for misdemeanors. HAL shall

maintain such a list which shall be circulated to all its Divisions.

Exit criteria: The contract/order may be terminated under the following circumstances:

i) In the event of unsatisfactory performance by the Seller during the contract period, or any of the

information provided by the Seller is found to be untrue, or Seller is found to have attempted to

influence any person involved with the contract through unethical means, the contract shall be

terminated with ____ months advance notice without any financial implication to Buyer.

Notwithstanding the foregoing, in cases where it is found that a Seller is engaged in unethical

practices, they shall be barred from participating in the future contracts for a period of __ years.

ii) If there is change in Buyer requirement, contract shall be terminated with ___ months advance notice.

The liability of Buyer in this case will be agreed mutually. In the event of termination of contract by

either party the Seller shall ensure the following:

a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Seller. Seller

also will render all assistance till the other Seller fully take over the balance work. (If applicable)

b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress,

finished Products, Tooling, drawings and data produced or acquired by Seller specifically for the

Product being terminated.

c) Supply of products and its components / spares at least for a period of ___ years from the date

of such termination.

iii) The Seller is declared bankrupt or becomes insolvent.

iv) The delivery of material is delayed due to causes of Force Majeure by more than (________ months).

v) Based on the decision of the Arbitration Tribunal.

4 Termination for Default of Seller or for other reasons:

HAL shall have the right to short close present Contract in part or in full by giving 1 month prior notice to

the Supplier, in any of the following cases:-

a) The work is delayed or cancelled for causes attributable to force majeure.

b) The requirement is withdrawn by HAL’s Customer.

c) The Supplier is declared bankrupt or becomes insolvent.

d) It is noticed that the firm has utilized the services of any agent to get the resulting Order and paid any

commission to such agent.

e) As per decision of the Arbitration Tribunal.

f) In case any part of the Order is subcontracted by the Supplier without prior permission of HAL.

g) If the performance of the Supplier is not found satisfactory during the execution of work.

In any of the above stated case, no claim of damage etc., by the Supplier will be allowed.

(Note: In case if the Vendor/Supplier is insisting to have a mutual Termination clause, where either of the

Party can Terminate the RFQ’s/contracts/PO’s due to the default of the other, then the user may use the

below clause, subject to the below clause not to be used in RFQ’s/contracts/PO’s voluntarily from our end.)

Termination for Default of Either of the Party (mutual termination):

Either of the Party shall have the right to short close present Contract in part or in full by giving 1 month

prior notice to the other Party, in any of the following cases:-

a) The work is delayed or cancelled for causes attributable to force majeure.

b) The requirement is withdrawn by the end Customer.

c) Either of the Party is declared bankrupt or becomes insolvent.

d) It is noticed that either of the Party has violated/breached the Integrity.

e) As per decision of the Arbitration Tribunal.

f) Either of the Party has assigned the contract to a third party without prior permission from other

g) If the performance of either of the Party is not found satisfactory to the other Party during the

execution of work.

In any of the above stated case, no claim of damage etc., by the defaulting Party will be allowed.

If Supplier enters into liquidation, whether compulsory or voluntary (other than amalgamation or

reconstruction with another party taking over all its rights as well as commitments) or becomes insolvent or

suffers a receiver of the whole or part of its asset to be appointed,

i) Shall forthwith notify the same to HAL and the HAL shall have the right without prejudice to his other

rights or remedies to terminate the unexecuted part of this Contract.

ii) In such an event, HAL shall become entitled forthwith to get the refund within 30 days of all the

advance payments received by Supplier and expenditure incurred by as a part of its obligations under

this contract it has not fulfilled.

In such an event if applicable, Supplier is liable for return of any materials/items (including drawings, designs

etc) to HAL, which are held at his end as a part of the obligations under this contract.

The successful bidder/Supplier shall defend, indemnify and hold HAL harmless from and against all actions,

causes of action, liabilities, claims, suits, judgment, liens, awards, damages of any kind and nature

whatsoever and expenses and costs of litigation to the extent such claims arise out of infringement of any

IPR, patent, copyright, trademark or involve wrongful use of trade secret or confidential information or

negligence attributable to the Supplier.

7 Appropriation:

Whenever under this contract any sum of money is recoverable from any payable by the contractor, HAL shall

be entitled to recover such sum by appropriating in part or whole by deducting any sum then due or which

at any time thereafter may become due to the contractor in this or any other contract entered by HAL as a

whole its Divisions and Branch Offices etc., held by him alone or in partnership with others. Should this sum

be not sufficient to cover the full amount recoverable, the contractor shall pay to HAL on demand the

remaining balance due.

8 Risk purchases:

The Supplier will supply quality items as per approved sample and also the quantity intended by the

concerned Division in full as per terms and conditions of respective orders. In case the Supplier fails to

execute the order either in terms of quality or in quantity, HAL reserves the right to procure from elsewhere

at the risk and cost of the Supplier and any extra expenditure incurred due to this purchase is payable by

E. Mandatory Clauses as per Ministry or Govt. of India:

1 Bribes and Gifts

Any bribe, commission, gift or advantage given, promised or offered by or on behalf of the Vendor or his

parties, agent or servant or any one on his or their behalf to any officer, servant, representative or agent of

HAL or any person on his or their behalf in relation to the obtaining or to the execution of this or any other

contract with HAL shall in addition to any criminal liability which the Vendor may incur, subject to the Vendor

to the cancellation of this and all other contracts with HAL and also to payment of any loss or damage

resulting from any such cancellation thereof. Any question or dispute as to the commission of any offence

under the present clause shall be settled by HAL in such manner and on such evidence or information as

they may think fit and sufficient and their decision shall be final and conclusive.

2 Immunity to Government of India

It is understood and agreed that the Government of India is not a party to this agreement and has no

liabilities, obligations or rights hereunder. It is expressly understood and agreed that HAL is an independent

legal entity with power and authority to enter into contracts solely in its own behalf under the applicable

Laws of India and General Principles Contract Law. The vendor shall agree, acknowledge and understand

that HAL is not an agent, representative or delegate of the Government of India. It is further understood and

agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions,

breaches or other wrongs arising out of the contract. Accordingly, vendor expressly waives releases and

foregoes any and all actions or claims against the Government of India arising out of this contract, not to

sue the Government of India as to any manner, claim, and cause of action or thing whatsoever arising out

of or under this agreement.

3 Agents/Agency Commission

(Note: HAL has not appointed/authorized any person/agent to deal with the vendors in respect of the said

contract. In case, if someone claims and interacts with the vendors it shall be duty of the vendors to bring

such instances to the notice of HAL Management).

The Seller confirms and declares to the Buyer that the Seller is the original manufacturer or authorized

distributor/stockist of original manufacturer or Govt. Sponsored/ Designated Export Agencies (applicable in

case of countries where domestic laws do not permit direct export by OEMs) of the stores referred to in this

offer/contract/Purchase order and has not engaged any individual or firm, whether Indian or Foreign

whatsoever, to intercede, facilitate or in any way to recommend to Buyer or any of its functionaries, whether

officially or unofficially, to the award of the contract/purchase order to the Seller; nor has any amount been

paid, promised or intended to be paid to any such individual or firm in respect of any such intercession,

facilitation or recommendation. The Seller agrees that if it is established at any time to the satisfaction of

the Buyer that the present declaration is in any way incorrect or if at a later stage it is discovered by the

Buyer that the Seller has engaged any such individual/firm, and paid or intended to pay any amount, gift,

reward, fees, commission or consideration to such person, party, firm or institution, whether before or after

the signing of this contract/ purchase order, the Seller will be liable to refund that amount to the Buyer. The

Seller will also be debarred from participating in any RFQ/ Tender for new projects/program with Buyer for a

minimum period of five years. The Buyer will also have a right to consider cancellation of the Contract/

Purchase order either wholly or in part, without any entitlement or compensation to the Seller who shall in

such event be liable to refund all payments made by the Buyer in terms of the Contract/ Purchase order

along with interest at the rate of 2% per annum above LIBOR (London Inter-Bank Offer Rate) (for foreign

vendors) and Base Rate of SBI (State Bank of India) plus 2% (for Indian vendors). The Buyer will also have

the right to recover any such amount from any contracts/ Purchase order concluded earlier with Buyer.

4 Make In India

Considering the huge and continuous requirement, HAL suggests the successful bidder to explore the

possibility of manufacturing of the offered items in India to promote Govt. of India’s Make in India Policy. At

this stage, HAL proposes to buy the systems/ items directly from the bidder for the firm requirement

indicated above. However, for anticipated/future requirement, HAL requests successful bidder to submit

the roadmap/proposal for HAL’s review for manufacturing of the offered system/item in India by setting up

manufacturing facility in India or through joint venture in India.

The price quoted shall be in no event exceed the lowest price at which you sell the supplies or offer to sell

supplies of identical description for similar quantity/terms to any person(s)/ organization including the

purchases by any department of the Govt. of India, the State Govt. or any statutory undertaking of the Govt.

of India/ State Govt., as the case may be during the period till the completion of the performance of the

order placed and during currency of the order.

If at any time during the said period, the contractor reduces the sales price, sells or offers to sell such

supplies to any person/ organization including the purchaser or any department of Central Govt. or any

Dept. of State Govt., or any statutory undertaking of the Central or State Govt., as the case may be at a

price lower than the price chargeable under the contract, Seller shall forthwith notify such reduction/ sale

or offer to sale to the HAL and the price payable under the contract for the supplies supplied after the date

of coming into force of such reduction or sale or offer to sale shall stand correspondingly reduced.

F. Dispute Resolution Mechanisms

1 Settlement of Disputes and Arbitration

a) Below clause is applicable to organizations other than PSUs/ DPSUs:

Amicable Settlement:

Any dispute or difference whatsoever arising between the parties out of or relating to the construction,

meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled

by bilateral discussions.

In case of technical disputes involving confidential matters, the issue shall be referred to a high level

technical authority for each party, appointed for this purpose.

Any dispute, which cannot be settled amicably as above within 60 days from the date on which either

party informs the other in writing by a notice that such dispute, disagreement or question exists, shall

be settled by Arbitration.

The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation

Act, 1996 and its subsequent amendments from time to time. The award of such Arbitration shall be

enforceable in Indian Courts only. The arbitration tribunal shall be consisting of Sole Arbitrator, who

shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration

clause by the effected party, failing which the Arbitrator may be nominated under the provisions of

Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time.

In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three

Arbitrators two Arbitrators shall be appointed by each party to the Contract and the so appointed two

Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding officer.

In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated

such Arbitrator shall be entitled to nominate another in the place of retiring/outgoing Arbitrator and the

arbitration proceedings shall continue from the stage they were left by the retiring Arbitrator.

The seat of Arbitration shall be at Bengaluru, India and the language of the Arbitration shall be English.

The award of the Arbitration shall be final and binding between the parties to this Agreement.

Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including

the fees and expenses of the Arbitrator shall be shared equally between the Parties, unless otherwise

awarded by the Arbitration Tribunal.

Except as may be required by law, neither a party nor its representatives may disclose the existence,

content, or results of any arbitration hereunder without the prior written consent of other party.

b) Applicable only for MSEs:

The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 provides parties to a

dispute (where one of the parties is a Micro or Small Enterprise) to be referred to Micro and Small

Enterprises Facilitation Council if the dispute is regarding any amount due under Section 17 of the

MSMED Act, 2006. If a Micro or Small Enterprise, being a party to dispute, refers to the provisions in

MSMED Act 2006, these provisions shall prevail over the Indian Arbitration and Conciliation Act, 1996.

c) Settlement of Disputes and Arbitration with PSUs/ DPSUs:

(Note: May also refer below guidelines:

a) DPE D.O.No. 15(9)/86-BPE(Fin) dt. 29-03-1989.

b) HAL Commercial Circular vide no. 59, dt. 25-08-1989.

c) O.M. No. 334774/DoLA/AMRD/2019 dt. 31-03-2020)

d) HAL CO Circular vide no.HAL/HR/24(9)-2/2022 dt. 26-12-2022

In the event of any dispute or difference relating to the interpretation and application of the provisions

of commercial contract(s) between Central Public Sector Enterprises (CPSEs)/ Port Trusts inter se and

also between CPSEs and Government Departments/Organizations (excluding disputes concerning

Railways, Income Tax, Customs &Excise Departments), such disputes or differences shall be taken up

by either party for resolution through AMRCD (Administrative Mechanism for Resolution of CPSE’s

Disputes) as mentioned in DPE OM No. 05/0003/2019-FTS-10937 dated 14-12-2022 and the decision

of AMRCD on the said dispute will be binding on both the Parties.

d) Settlement of Disputes and Arbitration for Foreign Vendors:

Amicable Settlement:

Any dispute or difference whatsoever arising between the parties out of or relating to the construction,

meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled

by bilateral discussions.

In case of technical disputes involving confidential matters, the issue shall be referred to a high level

technical authority for each party, appointed for this purpose.

Any dispute, which cannot be settled amicably as above, within 60 days from the date on which either

party informs the other in writing by a notice that such dispute, disagreement or question exists, shall

be settled by Arbitration.

The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. The award of such Arbitration shall be enforceable in Indian Courts only. The arbitration tribunal shall be consisting of Sole Arbitrator, who shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration clause by the effected party, failing which the Arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time.

In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three Arbitrators two Arbitrators shall be appointed by each party to the Contract and the so appointed two Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding officer.

In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated such Arbitrator shall be entitled to nominate another in the place of retiring/outgoing Arbitrator and the arbitration proceedings shall continue from the stage they were left by the retiring Arbitrator.

The seat of Arbitration shall be at Bengaluru, India and the language of the Arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Agreement.

Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the Arbitrator shall be shared equally between the Parties, unless otherwise awarded by the Arbitration Tribunal.

Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of other party.

b) Applicable only for MSEs:

The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 provides parties to a dispute (where one of the parties is a Micro or Small Enterprise) to be referred to Micro and Small Enterprises Facilitation Council if the dispute is regarding any amount due under Section 17 of the MSMED Act, 2006. If a Micro or Small Enterprise, being a party to dispute, refers to the provisions in MSMED Act 2006, these provisions shall prevail over the Indian Arbitration and Conciliation Act, 1996.

c) Settlement of Disputes and Arbitration with PSUs/ DPSUs:

(Note: May also refer below guidelines:

a) DPE D.O.No. 15(9)/86-BPE(Fin) dt. 29-03-1989.

b) HAL Commercial Circular vide no. 59, dt. 25-08-1989.

c) O.M. No. 334774/DoLA/AMRD/2019 dt. 31-03-2020)

d) HAL CO Circular vide no.HAL/HR/24(9)-2/2022 dt. 26-12-2022

In the event of any dispute or difference relating to the interpretation and application of the provisions of commercial contract(s) between Central Public Sector Enterprises (CPSEs)/ Port Trusts inter se and also between CPSEs and Government Departments/Organizations (excluding disputes concerning Railways, Income Tax, Customs & Excise Departments), such disputes or differences shall be taken

up by either party for resolution through AMRCD (Administrative Mechanism for Resolution of CPSE’s Disputes) as mentioned in DPE OM No. 05/0003/2019-FTS-10937 dated 14-12-2022 and the decision of AMRCD on the said dispute will be binding on both the Parties.

Supply and Payment during Arbitration:

Supply under the contract shall if reasonably possible continue by mutual agreement during the Arbitration proceedings and no payment due to or payable by HAL, will be withheld without reasonable cause and merely on account of the pendency of such proceedings.

3 Jurisdiction and Governing/Applicable laws:

The Court at Bangalore/place of Division only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of this contract.

This contract shall be governed by and subject to and interpreted and construed in accordance with the Laws of Republic of India, which are in force from time to time.

Nothing in this contract shall entitle the Parties to this contract to exercise the rights, privilege and powers conferred under this contract in any manner which will contravene the Laws of India.

1 Payment terms in RPQ/PO applicable for MSMEs

(Note: As per HAL Circular no. HAL/CD/617(TReDS)/2022/1293 dt.12-10-2022, in case of issuing any RFP/RFQ where “MSME Vendor” is also invited to bid, then it is suggested to include the below provision)

HAL is registered on TReDS platform (Trade Receivable Discounting Systems), as being promoted by GOI directives. It is suggested that all the MSME Vendors to take note of the same and consider for registration on any TReDS platform and avail the platform services which is being made available as per Government initiative.

The contract prices will be firm and fixed as per contract terms till execution of contract and exclude subsequent claims or price increases of any kind.

3 Payment For Stores/Supplies:

Unless otherwise agreed to between the parties, HAL will effect payment for the delivery of the stores by Electronic Bank Transfer (ECE/RTGS) to the Vendor’s bank account as notified to HAL on submission of bills in triplicate. Payment for the stores on each delivery will be made to the vendor after goods are received and passed by inspection. Normally 30 days will be allowed for inspection after receipt of goods.

4 Statutory Variation Clause:

Unless otherwise stated in the contract, statutory increase in applicable GST rate only during the original delivery period shall be to Procuring Entity’s/Buyer account. Any increase in the rates of GST beyond the original completion date during the extended delivery period shall be borne by the Vendor. The benefit of any reduction in GST rate must be passed on to the Procuring Entity/Buyer during the original and extended delivery period. However, GST rate amendments shall be considered for quoted HSN code only, against documentary evidence, provided such an increase of GST rates takes place after the last date of bid submission.

H. Confidentiality and IPR related clauses

1 Confidentiality (general clause)

The Vendor shall hold confidential technical data and information supplied by the Purchaser or on behalf of the Purchaser and shall not reproduce any such technical data or information or divulge the same to any third party without the prior written consent of the Purchaser. The Purchaser shall hold confidential technical data and information supplied by the Vendor or on behalf of the Vendor and shall not reproduce any such technical data or information or divulge the same to any third party without prior written consent of the Vendor except as far as may be necessary for either party to carry out its obligations under this Contract.

The below clause may be considered in case of Indigenous Vendors:

(Note: the below part of clause for Indigenous tenders which is to be included in addition to clause 1 Confidentiality (general))

In the development orders, where technical inputs/assistance is provided to the vendors, the Intellectual Property Rights (IPR) will rest with HAL. Vendor will not directly deal with HAL’s customer for these items.

Confidentiality clause for Data Sharing with Sub-contractors:

(To mandatorily include in all such cases where related data/information defence, drawings etc., are shared as a part of tender/ Purchase Order/ Contract including for subcontract works)

For the purpose of this Tender/Contract/Agreement, the Bidder/Vendor shall not store, copy or disclose HAL’s data and information whether in written, machine readable or other tangible form or disclosed orally, that is of value to HAL. Also, Bidder/Vendor agrees to use HAL’s data only for the purpose under this Tender/Contract/Agreement, restrict disclosure to any other person or entity or third party and shall safeguard the provided data including from cyber security risks etc. Bidder/Vendor should promptly return within 90 days HAL’s data in original media and should not keep HAL’s data, upon expiry of Tender/Contract/Agreement or early termination of Contract/Agreement and certify that HAL’s data has been deleted permanently.

Non-adherence to this confidentiality clause by the Bidder/Vendor shall be treated, as a material breach of this Tender/Contract/Agreement.

The provisions of this clause shall survive and remain in force notwithstanding the termination or expiry of this Contract/Agreement.

2 IPR for Development Activities & Infringement of Third Party IPR:

(Note: In the development orders, where technical inputs/assistance is provided to the vendors/OEM, the Intellectual Property Rights (IPR) will rest with HAL. Vendor will not directly deal with HAL’s customer for these items)

IPR Clause for Development Activities taken up at the Behest of HAL:

a) Vendor agrees that HAL shall be the sole owner of all Intellectual Property (IP) generated in the performance of this Contract by or on behalf of Vendor with the aid of either funding and/or technical inputs from HAL (hereinafter referred to as ‘Foreground IP’). If applicable and to the extent that Vendor sub-contracts performance of any part of the Contract, the Vendor shall ensure that any Foreground IP arising from such work of its sub-contractor/s shall be assigned to HAL absolutely. Vendor hereby assigns and agrees to assign all rights and interest in the Foreground IP to HAL. Vendor shall share with HAL, all documentation necessary for HAL to exercise its rights to Foreground IP. If required by HAL, Vendor shall assist HAL in registering the Foreground IP in favour of HAL.

b) Vendor grants to HAL an irrevocable, non-exclusive, world-wide, royalty-free license to sell, offer for sale, use, execute, release, disclose, and distribute the developed Supplies/Services/Products, which may contain Background IP. Background IP shall mean and include all pre-existing inventions and IP necessary for HAL to exercise its rights to Foreground IP.

c) Vendor shall indemnify and protect at its own cost, HAL in respect of cost/claims/ liabilities (including attorney’s fees and associated costs of legal proceedings) arising from any violation of Intellectual Property Rights of any third party with respect to Supplies/Services provided by Vendor. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Vendor shall within reasonable time at Vendor’s own cost either,

i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or,

ii) replace or modify the Supplies/Services so that it becomes non-infringing or,

iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to Vendor and damages suffered by HAL arising due to inability to put to use the supplies/services or a portion thereof.

d) In case the Vendor receives a requirement/ request for supply or repair of deliverables of this contract directly from any third party including HAL’s customers, such request shall be forwarded to HAL.

Intellectual Property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship, technical data, drawings, specifications, process information, reports and documented information; and computer software (including without limitation, source code, object code, source code listings and object code listings that would enable the software to be reproduced or recreated), topology of integrated circuits, databases or any other such results of intellectual activity.

IPR Clause for indemnification of HAL in case of Infringement of Third Party IPR:

a) HAL shall have the right to use the Supplies/Services procured under the contract that may contain any Intellectual Property/ Intellectual Property Rights. Vendor shall indemnify and protect at its own cost, HAL in respect of cost/claims/ liabilities (including attorney’s fees) arising from any violation of Intellectual Property Rights of any third party with respect to Supplies/Services provided by Vendor. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Vendor shall within reasonable time at Vendor’s own cost either,

i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or,

ii) replace or modify the Supplies/Services so that it becomes non-infringing or,

iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to Vendor and damages suffered by HAL arising due to inability to put to use the supplies/ services or a portion thereof.

Intellectual Property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship, technical data, drawings, specifications, process information, reports and documented information; and computer software(including without limitation, source code, object code, source code listings and object code listings that would enable the software to be reproduced or recreated), topology of integrated circuits, databases or any other such results of intellectual activity.

I. Miscellaneous/Boilerplate Clauses:

1 Relationship of the Parties:

It is understood that each party is an independent party and that all personnel engaged in the work under the Purchase Order/s that are supplied by either party shall in no sense be employees of the other party.

It is further agreed that neither party shall have the right to act as the agent or legal representative of the other party or to bind the other party in any respect whatsoever or to incur any debts or liabilities in the name or on behalf of the other party.

2 Counterparts:

This Agreement/Contract shall be signed in two counterparts, each of which will be deemed as an original document.

3 Survival of Special Clauses:

The clauses dealing with arbitration and confidentiality shall survive and continue to have effect after the expiry or termination for any reason whatsoever of the services placed.

4 Assignment/Subcontract:

Neither of the parties of this contract shall be entitled without the other party’s consent to assign or transfer to a third party all or part of the benefits or obligations of this contract/PO.

5 Amendment to Contract/PO:

Any amendment to Contract/ Purchase Order would be enforceable only if made in writing and duly signed by authorized representatives of both the parties hereto.

Failure of either Party at any time to enforce any of the provisions of this Contract/PO shall not per se constitute a waiver by that Party of any such provisions nor in anyway affect the validity of the Contract/PO or any part hereof.

PART - III: Other Conditions for Indigenous Procurement:

1 Tender conditions:

a) Any order, resulting from the enquiry, shall be governed by the General Terms and Conditions of Contract of HAL and any party quoting against this enquiry shall be deemed to have read and understood these terms and conditions and to have quoted subject to these terms and conditions (Enclosed).

b) When counter terms and conditions have been offered by a Bidder, HAL shall not be deemed to be governed by such terms and conditions unless specific written acceptance thereof has been given by HAL.

c) Any terms & conditions which has not been the part of the bid or Purchase Order, if put forward in subsequent correspondence, shall not be considered by HAL.

d) Disregard of any instructions, may result in your offer being ignored.

e) Canvassing by bidders in any form, including unsolicited letters on bid/s submitted or post tender corrections shall render the bid/s liable for summary rejection.

2 Relaxation of Prior Experience & Prior Turn-over Criteria for Micro & Small Enterprises (MSEs) & Start-ups:

Wherever RFQ stipulates qualification/eligibility criteria to be met by bidder/s such as prior experience and/or prior turn-over, the criterion will be relaxed w.r.t. to all start-ups and MSEs subject to meeting of quality and technical specifications stipulated in the tender. Also vendor shall furnish documentary proof for being MSEs/Start-up as stipulated by the Ministry.

The bidder is required to indicate prices against individual items.

a) Price quoted should be on F.O.R. Destination basis, for delivery at HAL Stores inclusive of all charges including transit insurance.

b) Indian Bidder should quote in Indian Rupees and payment will be made in Indian Rupees.

c) Bidders should clearly mention whether the prices hold good when the full quantity of enquiry is not ordered but only a part of it. Unless otherwise mentioned, it would be assumed that the rates hold good even when lesser quantities than those enquired of are ordered. Any increase in prices at a later date for ordering lesser quantities will not be agreed to.

a) (GST clause may be considered, as per applicability).

b) Excise Duty (for items not under purview of GST): Excise Duty will be paid only on production of sufficient documentary evidence or a certificate from the Vendor for having paid the Excise Duty at actual. The present rate and tariff details should be indicated.

Deliveries quoted should be firm (or as per the schedule indicated).

6 Terms of Payment:

In the event of an order, 100% payment will be made within 30 days of receipt and acceptance at our Stores by RTGS or any other latest Electronic Payment remittance mode. (However, in case of Global tenders, domestic Vendor/s may opt for payment through Letter of Credit).

7 Import Content:

In case the item/product offered by Indian vendor has import content, then the value of import content shall be indicated in the quotation (in FE/ INR as the case may be).

8 Date of Reckoning of Exchange Rate Variation:

If the products/items/materials quoted by the Indian vendors involves import content, then the value of import content needs to be indicated in the offer (in FE). Further, vendor should indicate whether Exchange Rate Variation (ERV) is applicable on the FE content declared by the vendor. If ERV is applicable, ERV reckoning date shall be the last date of submission of commercial bids (i.e. due date of the tender).

For purpose of making ERV payment, actual value of import (to be supported by BOE, etc.) or declared value of import in bidders quote whichever is lower to be considered for calculation of ERV based on TT selling rate on the date of BOE.

Exchange rate variation on the higher side, shall be paid by the HAL and similarly any exchange rate variation on lower side i.e. price reduction, to be passed on to HAL.

9 Denial Clause:69

In case of any delay in delivery caused due to default of the Vendor and during such delayed period if any increase in statutory duties and/or upward rise in prices due to the Price Variation Clause (PVC) and/or any adverse fluctuation in foreign exchange arises then such additional amount/s is/are to be borne by the Vendor, apart from the payment of agreed Liquidated Damages. Besides HAL reserves its right to get any benefit of a downward revisions in statutory duties, PVC and foreign exchange rate, taken place during such delayed period, effecting the original agreed price.

PART I: Tender Clauses

1 Tender Due Date: The due date for submission of quote is _________ (date/time) at ________ (postal address & place to be informed). Submission of tender can also be done through e-mail having e-mail ID (to be specified).

2 Validity of the Quotation: Price quoted should be net and unless otherwise specified should remain valid for HAL acceptance for a minimum of 120 days from the closing date of enquiry and the materials of offered should be perfectly kept under provisional reservation for this quotation.

3 Submission of Bid: a) The bidder is required to submit bids directly to HAL either through post/courier/drop in sealed cover with clear marking of bidder details. The cover should be marked with tender no., due date and bidders postal address. Response received, without bearing the bidder address will not be entertained. Bid submitted by bidder’s authorized dealer/ distributor/ channel partner should accompany with ink signed or scanned copy of ink signed authorization letter of the bidder to whom tender has been originally issued. In the absence of authorization letter, the bids submitted shall be considered as unsolicited. b) The bid submitted through e-mail will be accepted subject to the same being sent to the specified email ID indicated in the tender document if it is in the tender through email. However, unsigned copy of bid received through email/Manual offers will not be considered in Limited/Open tender. c) Response to bid through e-Procurement portal/ GeM portal should be uploaded in the e-Portal/ GeM portal respectively. d) Submission of Bid in two bid system in manual mode: i) In response to tender in two bid system, the bidders are required to submit technical bid and commercial bid separately. Each bid will be put in separate sealed cover marked with tender No., due date and indicated as technical bid or commercial bid as the case may be. Both sealed covers will be put in a single cover, which will again be sealed and superscribed with tender no. and due date. ii) The technical bid should also include EMD in original form and Integrity Pact (if applicable). Technical bid without EMD in original form will be rejected. In case of EMD sent by SWIFT/ Wire Transfer, Transaction Code should be indicated along with the technical bid. The technical bid will be accepted only after confirmation of receipt of EMD in time. iii) Bid received with technical bid and commercial bid in open condition inside one envelope will be rejected. iv) Submitting only one bid with rates and technical details as a single bid will be rejected. Apart from the above, the below provision/clause may be considered in case of Indigenous, if applicable: (Note the below point (e) may be considered in addition to above provisions of clause 3 “Part - I” before including in the RFP/Tender) e) In case of bid documents are bulky and cannot be dropped in the tender box, the same can be handed over to ___________ (name) ____________ (designation).

4 Late Bid: a) Bid received after the due date and time specified in the tender shall be considered as Late Bid and will not be considered. b) HAL will not be responsible for loss or delay in receipt of Bid documents/ Bid in transit. c) HAL will not be responsible for inability of bidder to upload the Bid documents in e-procurement portal. d) HAL reserves the right to reject late or incomplete bid.

5 Opening of Tenders issued in Manual mode: a) Tender will be opened on (date/time) at (postal address & place to be indicated). Bidders or their authorized representatives, who are desirous to attend the tender opening may forward written confirmation with name of authorized person and designation prior to tender opening. b)During tender opening only the important particulars like price, payment and delivery terms will be read out.

6 Tender Evaluation: a) The tender will be evaluated on (package-wise or line item basis to be indicated by HAL). b) Bid with lowest price conforming to the specification will be considered for placement of order. c) If the bidder considers that tendered quantity is small, the bidder may quote for Minimum Ordering Quantity (MOQ). Commercial evaluation in this case will be done on MOQ x unit price, if MOQ offer beyond 20% of RFQ quantity. d) If two or more bidders quote the same price, HAL reserves the right to seek revised offer from the same bidders and placing order on revised L-1 offer. If same situation prevails then HAL reserve the right to place order on any of them. e)If the lowest bidder has not offered full quantity, for the balance quantity HAL reserves the right to source from other bidders on L1 price. Conditional discounts will not be considered in evaluation of tender. f) In respect of two bid system, technical bid will be opened on the tender opening date. After technical evaluation, the Commercial bids of those bidders who are technically acceptable will be opened.

The below additional provision may be considered in case of Indigenous: j) Applicability of the Taxes (IGST/CGST etc.) should be explicitly indicated by the bidder in his response either in percentage or in absolute terms. In the absence of this input the offer would be considered all inclusive.

The below additional provision may be considered in case of Foreign: k) Bid received in different currency will be converted to Indian Rupees. The TT selling rate for foreign currency exchange rate for conversion will be adopted as per the ____ Bank ______ Branch in India as on date of tender opening.

8 Conflict of Interest: Any bidder having a conflict of interest, which substantially affects fair competition, shall not be eligible to bid in this tender. Bids found to have a conflict of interest shall be rejected as nonresponsive. A bidder in this Tender Process shall be considered to have a conflict of interest if the bidder: a) directly or indirectly controls, is controlled by or is under common control with another Bidder; or b) receives or have received any direct or indirect subsidy/ financial stake from another bidder; or c) has the same legal representative as another bidder for purposes of this bid. A Principal can authorize only one representative, and the representative also should not represent or quote on behalf of more than one Principal. However, this shall not debar more than one Authorised distributor from quoting equipment manufactured by an Original Equipment Manufacturer (OEM), in procurements under Proprietary Article Certificate; or d) has a relationship with another bidder, directly or through common third parties, that puts it in a position to have access to information about or influence the bid of another Bidder or influence the decisions of the Procuring Entity regarding this Tender process; or participates in more than one bid in this tender process; or e) Participation in any capacity by a Bidder (including the participation of a Bidder as sub-contractor in another bid or vice-versa) in more than one bid shall result in the disqualification of all bids in which he is a party. However, this does not limit the participation of a non-bidder firm as a sub-contractor in more than one bid; or f) would be providing goods, works, or non-consulting services resulting from or directly related to consulting services that it provided (or were provided by any affiliate that directly or indirectly controls, is controlled by, or is under common control with that firm), for the procurement planning (inter-alia preparation of feasibility/ cost estimates/ Detailed Project Report (DPR), design/ technical specifications, Terms of Reference (ToR)/ Activity Schedule/ schedule of requirements or the Tender Document etc.) of this Tender process; or g) has a close business or family relationship with a staff of the Procuring Organization who: i) are directly or indirectly involved in the preparation of the Tender document or specifications of the Tender Process, and/or the evaluation of bids; or ii) would be involved in the implementation or supervision of resulting Contract. h) In cases of authorised distributors quoting on behalf of their principal manufacturers, an authorised distributor cannot represent two manufacturers or quote on their behalf in a particular tender enquiry. There can be only one bid from the following:64 i) The principal manufacturer directly or through an authorised distributor on his behalf; and ii) Authorised distributor on behalf of only one principal.

9 Parallel Arrangement: Any Order awarded to the successful bidder as a result of this tender, will be on non-exclusive basis. HAL reserves the right of entering into parallel contract(s)/ release parallel Order(s) with any other firms now or hereafter.

11. Eligible Goods & Services: a) Country of Origin: The term “origin” used in this clause means the place from where the Services (and incidental Goods, including subcontracted components) are arranged and delivered, or manufactured. b) Bidder’s country which shares a land border with India: (Note: For details please refer HAL Circular no. HAL/CD/617(GFR-Rule144(xi))/2020/444 dt.04-09- 2020. The appropriate Appendix i.e. Appendix-A (Type I & II) & Appendix-B (Type I & II), may be considered for inclusion along with RFQ/RFP). Any bidder from a country, which shares a land border with India will be eligible to bid in this tender only if the bidder is registered with the Competent Authority (i.e. the registration committee constituted by the Department for Promotion of Industry and Internal Trader (DPIIT). However, the bidders from those countries (even if sharing a land border with India) to which the Government of India has extended lines of credit or in which the Government of India is engaged in development projects are not required to register with Competent Authority and will be eligible to bid in this tender. Bidder from a country, which shares a land border with India, for the purpose of this Order means:- i) An entity incorporated, established or registered in such a country; or ii) A subsidiary of an entity incorporated, established or registered in such a country; or iii) An entity substantially controlled through entities incorporated, established or registered in such a country; or iv) An entity whose beneficial owner is situated in such a country; or v) An Indian (or other) agent of such an entity; or vi) A natural person who is a citizen of such a country; or vii) A consortium or joint venture where any member of the consortium or joint venture falls under any of the above. Unless otherwise stipulated in the Contract, country of origin of ‘Services’ and related ‘Goods’ under the contract shall have their origin in India or other countries and must conform to the declaration, made by the Vendor in its bid regarding but not limited to any restrictions on certain countries with land-borders with India. The successful bidder shall not be allowed to sub-contract works to any vendor from a country, which shares a land border with India unless such vendor is registered with the Competent Authority. c) Minimum Local Content: (Note: For details please refer HAL Circular no. HAL/CD/617(PPP-MII-Rev-4)/2021/ 659 dt.27-01- 2021.) Minimum Local content (Make in India Policy): The ‘local content’ requirement to categorize a Vendor as ‘Class-I local supplier’ is minimum 50%. For ‘Class-II local supplier’, the ‘local content’ requirement is minimum 20%. Nodal Ministry/ Department may prescribe only a higher percentage of minimum local content requirement to categorize a Vendor as ‘Class-I local supplier’/ ‘Class-II local supplier’. For the items, for which Nodal Ministry/ Department has not prescribed higher minimum local content notification, it shall be 50% and 20% for ‘Class-I local supplier’/ ‘Class-II local supplier’ respectively.

Vendor’s status as MSEs: It is relevant to note that as per Government of India direction, the aspect of MSEs policies also included in the tender and the same is covered in the other terms & conditions which are part of RFQ. The aspect as indicated below would be applicable for procurement which falls under divisible category (i.e., not applicable for indivisible category). ▪ If any Indian vendor satisfies the requirement of MSEs stipulation and also falls within the purchase preference margin as called for in MSME policy (in case of matching L1 price) will be considered for ordering 25% of tendered quantity. The balance quantity/works will be considered for distribution amongst all bidders (including MSEs) as per this subject purchase preference policy. ▪ In case no MSEs qualifies for purchase preference or do not match with L1 price then the total tendered quantity will be distributed amongst all bidders as per this subject purchase preference policy. That the bidder has to indicate MLC as part of offer & Self Certificate and Auditor might have also indicated MLC as per their certification. In case there is difference in those values, the lowest of them will be considered as the applicable MLC & the offer will be dealt accordingly. Other MLC information will be treated as invalid.

12. Non-conformities between Figures and Words: In case of non-conformities/errors are observed in responsive bids between the quoted prices in figures and in words. This situation normally does not arise in case of e-Procurement. This should be taken care of in the manner indicated below: i) If, in the price structure quoted for the required goods, there is discrepancy between the unit price and total price (which is obtained by multiplying the unit price by the quantity), the unit price shall prevail and the total price corrected accordingly; ii) If there is an error in a total corresponding to the addition or subtraction of sub-totals, the sub-totals shall prevail and the total shall be corrected; and iii) If there is a discrepancy between words and figures, the amount in words shall prevail. Such a discrepancy in an offer should be conveyed to the bidder asking him to respond by a target date and if the bidder does not agree to HAL's observation, then the bid is liable to be rejected.

B. Clauses with regard to Supplies:

1.Packing: The Vendor will be held responsible for the stores being sufficiently and properly packed for tropical storage and for transport by rail, road, sea or air so as to ensure their being free from loss or injury on arrival at their destination. The packing and marking of packages shall be done by and at the expense of the vendor. Each package shall contain a Packing Note quoting Purchase Order number and date showing its contents in detail. Each shall be properly marked with Purchase Order No., Consignee’s name & address, packagehandling instructions etc. The package shall have adequate provision for handling during transit.

2 Receipt & Despatch: The Vendor is responsible for obtaining a clear receipt from the Transport Authorities specifying the goods dispatched. He will not book any consignment on a said to contain’ basis. If he does so, he does it on his own responsibility. HAL will take no responsibility for short deliveries or wrong supply of goods when the same are booked on said to contain’ basis. HAL shall pay for only such stores as are actually received by them in accordance with the contract.

3 Quantity: a) The quotation must be in the unit in which the quantity is indicated in the enquiry. If it is otherwise, conversion data must be furnished. b) HAL reserves the right to order quantity less than indicated in the enquiry/ quoted for by bidder, at the prices quoted, without any reference to the bidder. c) For the Raw materials (in forms of bar, sheet, wires etc.) (applicable for RFQs for raw material) Qty. tolerance ± 10% acceptable.

4 Quality & Workmanship: 1) Generally the stores shall be of the best quality and workmanship. Vendor shall comply with the contract in all respects be to the satisfaction of HAL. Where tenders are called for in accordance with ‘particulars’, the vendor’s bids to supply in accordance with such `particulars’ shall be deemed to be an admission on his part that he has fully acquainted himself with the details thereof and no claim on his part which may arise on account of non-examination or insufficient examination of the ‘particulars’ will in any circumstances be considered. The vendor shall supply the stores in accordance with the ‘particulars’ unless any deviation is authorised as an exception expressly specified in the Purchase Order. 2) The Stores/Goods supplied shall conform to the standards, if mentioned in the Technical Specifications, or, where no applicable standard is mentioned, to the authoritative standards appropriate to the Goods’ country of origin. Such standards shall be the latest issued by the concerned institution.

5. Inspection, Consequences of Rejection: The goods on receipt in HAL will be subject to inspection and tests, if necessary and HAL inspector’s decision as regards acceptance/rejection of goods shall be final and binding between the parties. (In case of Plant & Machinery, goods shall be finally inspected & accepted only after successful commissioning) If any stores are rejected, then HAL shall be at liberty to: a) Either: i) Allow the vendor to re-submit stores in replacement of those rejected within a time specified by HAL, the vendor bearing the cost of freight in such replacement without being entitled to any extra payment, (or) ii) Buy the quantity of stores rejected or other of a similar nature elsewhere at the risk and cost of the vendor without effecting the vendor's liability as regards the supply of any further consignments due under the contract, (or) iii) Terminate the contract and recover from the vendor the loss HAL may thereby incur. The vendor shall not be entitled to any gain on the repurchase, b) Any stores rejected by HAL’s Inspector must be removed by the vendor within 14 days from the date of receipt of intimation of rejection and at his own cost, failing which the vendor shall be liable to pay storage charges at 1% for each day of delay on the invoice value of the stores. If the stores are not removed within a month from the date of intimation of rejection, the stores will be liable, to be sold by HAL at the vendor’s risk and responsibility and the proceeds adjusted towards storage charges. c) In case any payment is made against delivery and it is found that the supplied item is rejected during inspection/commissioning, vendor will be required to choose any one of the following options to collect the rejected item for replacement: i) Refund the amount paid and collect the item for replacement. ii) Submit a Bank Guarantee for the amount already paid and collect the item for replacement. iii) Bring the replacement item to HAL and collect the rejected item.

6. Supply of Alternative Item: In case bidder is quoting for an alternative part number it should be confirmed that the offered part is fully interchangeable with the required part. Applicable descriptive literature/ catalogue if any may please be enclosed by the bidder with offer (at least two copies).

7 Shelf Life: Where stores offered have a limited shelf-life, kindly indicate the life involved and confirm that in the event of an order from us, only newly manufactured stores with the maximum possible shelf-life at the time of dispatch will be offered for shipment. In respect of rubber items such as seals etc., having curing date, the item should not have been manufactured earlier than 6 months of dispatch.

8. Deliveries, Consequences of Breach: The date of delivery stipulated in the Purchase Order shall be deemed to be the essence of the Contract, and delivery must be completed on or by the dates mentioned in the Purchase Order or the tender. Should the Vendor fail to deliver the stores or any consignment thereof within the period prescribed for such delivery, HAL shall be entitled at their option: a. To recover from the Vendor as per liquidated damages, and not by way of penalty, a sum of 0.5% of the price of any stores which the vendor has failed to deliver as aforesaid, for each week or part thereof during which the delivery or such stores may be in arrears subject to a maximum of 10% of the price of the stores in default (or) b. To purchase elsewhere, with or without notice to the Vendor on the account and at the risk of the Vendor, the stores not delivered or others of a similar description (where other exactly complying with the particulars are not available), HAL’s decision in this respect will be final (or) c. To terminate the contract in the event of action being taken under Para – (a) & (b) above, the Vendor shall be liable for any loss which HAL may sustain on the account, but the Vendor shall not be entitled to any gain on repurchases made against default.

9. Extension of Time: If an extension is desired by the Vendor, then Vendor shall apply for extension of time to HAL at least 15 days prior to the date of delivery without prejudice to the rights of HAL, then HAL may grant extension of time for any cause which HAL may deem proper and the decision of HAL in this respect to be final and binding and cannot be questioned in any manner whatsoever.

10. Training/ Factory Acceptance Test: Vendor shall impart free training to HAL Personnel in the area of programming, operation, mechanical maintenance and electronic/electric maintenance at Vendor’s work and also during commissioning. Further boarding, lodging & travel of HAL’s personnel shall be borne by HAL.

11. Plant and Machinery Supplies: Where Plant and Machinery, requiring inspection and test after erection at site if the completed plant or any portion thereof before it is taken over, is defective or fail to fulfill the requirements of the contract, HAL shall give the vendor notice setting from details of such defects or failures and the vendor shall forthwith make the defective plant good to make it comply with the requirements of the contract. Should Vendor fail to do so within a reasonable time, then HAL may reject and replace at the cost of the vendor the whole or any portion of the plant and machinery, as per the requirements of the contract, all such replacement shall be carried out by HAL, within a reasonable time, at reasonable price and where reasonably possible, to the same particulars under competitive conditions.

12. Repeat Order: HAL reserves the right to place repeat Order up to 100% of the value of the original order (statutory levies shall be paid as applicable) within 12 months from the date of completion of the original order. The prices, terms and conditions of the repeat order shall be the same as that of the original. However, placement of repeat order is not guaranteed and this will be at the sole discretion of HAL. (Note : The below repeat order provision/clause can be included in addition to the above para, if the original order placing Division/Office is sure that the other Divisions/Offices of HAL may utilize the existing repeat order clause in future) “Repeat Order can be placed by any Division/Office of HAL including the Division/Office which has originally placed the purchase order.

C. Product Support Clauses:

1 Warranty: Warranty shall be for a period of twelve calendar months, after the goods have been taken over by HAL, the vendor shall be responsible for any defects that may develop due to faulty materials, design or workmanship and shall remedy such defects at his own cost when called upon to do so by HAL who shall state in writing in what respect the portion is faulty. If it becomes necessary for the vendor to replace or renew any defective portion of the goods the vendor shall make such replacement or renewal without any extra cost to HAL. During warranty minimum uptime of 95% shall be ensured failing which warranty period shall deem to be proportionately extended. During warranty period equipment shall be replaced/repaired free of cost including any to & fro freight/insurance involved. Vendor shall attend to warranty calls within ___ hours’/days’ notice.

2 Post-Warranty Service: Arrangements for after sales service and maintenance (authorized service centre) in India on site during warranty & post warranty period should be clearly indicated providing with name, address, phone, Mob no, email Id of the contact person, infrastructure along with spare parts inventory held by your Authorized Technical Service Center. The Vendor to indicate the validity period of authorization for the technical service center.

D. Clauses related to available Recourse for Breach by Vendor:

1 Liquidated Damages: In the event of an order, we reserve the right to deduct a sum of 0.5% per week including taxes of delay or part thereof, subject to a maximum of 10% as our claim-towards liquidated damages on the undelivered part of the order.

2 Penalties for Misdemeanors: (Note: The below sub clause (a) and (c) both are applicable before execution of the contract or placing of Purchase Order on a successful bidder and (b) shall be applicable only after execution of contract or placing of Purchase Order.) Without prejudice to and in addition to the rights of the HAL to other remedies as per the Tender-documents or the contract, If the HAL concludes that a (prospective) bidder/ Vendor directly or through an agent has committed a misdemeanor in competing for the tender or in executing a contract, the HAL shall be entitled, and it shall be lawful on his part to take appropriate measures, including the following: a) If Bidder/s bids are under consideration in any procurement: Enforcement of Bid Securing Declaration in lieu of forfeiture or encashment of Bid Security. Calling off of any pre-contract negotiations, and; Rejection and exclusion of Bidder from the Tender Process b) If a contract has already been awarded: Termination of Contract for Default and availing all remedies prescribed thereunder; Encashment and/ or Forfeiture of any contractual security or bond relating to the procurement; Recovery of payments including advance payments, if any, made by the HAL along with interest thereon at the prevailing rate; c) Remedies in addition to the above: In addition to the above penalties, the HAL shall be entitled for any of the following action/s, and it shall be lawful on his part to: File information against Bidder or any of its successors, with the Competition Commission of India for further processing, in case of anti-competitive practices; Initiate proceedings in a court of law against Bidder or any of its successors, under the Prevention of Corruption Act, 1988 or the Indian Penal Code or any other law for transgression not addressable by other remedies listed in this sub-clause. Remove Bidder or any of its successors from the list of registered Vendors for a period not exceeding two years. Vendors removed from the list of registered vendors or their related entities may be allowed to apply afresh for registration after the expiry of the period of removal. Initiation of suitable disciplinary or criminal proceedings against any individual or staff found responsible. Debar a bidder/ Vendor from participation in future procurements without prejudice to HAL’s legal rights and remedies. Debarment shall automatically extend to all the allied firms of the debarred firm. In the case of Joint Venture/ consortium, all its members shall also stand similarly debarred: HAL may debar a bidder or any of its successors from participating in any Tender Process undertaken by all its procuring entities for a period not exceeding two years commencing from the date of debarment for. HAL shall maintain such a list which shall also be displayed on their website. HAL may debar a bidder from participating in any Tender Process undertaken for a period not exceeding three years commencing from the date of debarment for misdemeanors. HAL shall maintain such a list which shall be circulated to all its Divisions.

3 Exit Clause: Exit criteria: The contract/order may be terminated under the following circumstances: i) In the event of unsatisfactory performance by the Vendor during the contract period, or any of the information provided by the Vendor is found to be untrue, or Vendor is found to have attempted to influence any person involved with the contract through unethical means, the contract shall be terminated with ____ months advance notice without any financial implication to Buyer. Notwithstanding the foregoing, in cases where it is found that a Vendor is engaged in unethical practices, they shall be barred from participating in the future contracts for a period of __ years. ii) If there is change in Buyer requirement, contract shall be terminated with ___ months advance notice. The liability of Buyer in this case will be agreed mutually. In the event of termination of contract by either party the Vendor shall ensure the following: a) IPR’s are transferred to Buyer to enable Buyer to proceed on the work with other Vendor. Vendor also will render all assistance till the other Vendor fully take over the balance work. (If applicable) b) Transfer title and deliver all or any part thereof of the supplies, materials, work-in-progress, finished Products, Tooling, drawings and data produced or acquired by Vendor specifically for the Product being terminated. c) Supply of products and its components / spares at least for a period of ___ years from the date of such termination. iii) The Vendor is declared bankrupt or becomes insolvent. iv) The delivery of material is delayed due to causes of Force Majeure by more than (________ months). v) Based on the decision of the Arbitration Tribunal.

4 Termination for Default of Vendor or for other reasons: HAL shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the Vendor, in any of the following cases:- a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by HAL’s Customer. c) The Vendor is declared bankrupt or becomes insolvent. d) It is noticed that the firm has utilized the services of any agent to get the resulting Order and paid any commission to such agent. e) As per decision of the Arbitration Tribunal. f) In case any part of the Order is subcontracted by the Vendor without prior permission of HAL. g) If the performance of the Vendor is not found satisfactory during the execution of work. In any of the above stated case, no claim of damage etc., by the Vendor will be allowed. (Note: In case if the Vendor is insisting to have a mutual Termination clause, where either of the Party can Terminate the RFQ’s/contracts/PO’s due to the default of the other, then the user may use the below clause, subject to the below clause not to be used in RFQ’s/contracts/PO’s voluntarily from our end.) Termination for Default of Either of the Party (mutual termination): Either of the Party shall have the right to short close present Contract in part or in full by giving 1 month prior notice to the other Party, in any of the following cases:- a) The work is delayed or cancelled for causes attributable to force majeure. b) The requirement is withdrawn by the end Customer. c) Either of the Party is declared bankrupt or becomes insolvent. d) It is noticed that either of the Party has violated/breached the Integrity. e) As per decision of the Arbitration Tribunal. f) Either of the Party has assigned the contract to a third party without prior permission from other party. g) If the performance of either of the Party is not found satisfactory to the other Party during the execution of work. In any of the above stated case, no claim of damage etc., by the defaulting Party will be allowed.

5 Insolvency: If Vendor enters into liquidation, whether compulsory or voluntary (other than amalgamation or reconstruction with another party taking over all its rights as well as commitments) or becomes insolvent or suffers a receiver of the whole or part of its asset to be appointed, i) Shall forthwith notify the same to HAL and the HAL shall have the right without prejudice to his other rights or remedies to terminate the unexecuted part of this Contract. ii) In such an event, HAL shall become entitled forthwith to get the refund within 30 days of all the advance payments received by Vendor and expenditure incurred by as a part of its obligations under this contract it has not fulfilled. In such an event if applicable, Vendor is liable for return of any materials/items (including drawings, designs etc) to HAL, which are held at his end as a part of the obligations under this contract.

6 Indemnity: The successful bidder/Vendor shall defend, indemnify and hold HAL harmless from and against all actions, causes of action, liabilities, claims, suits, judgment, liens, awards, damages of any kind and nature whatsoever and expenses and costs of litigation to the extent such claims arise out of infringement of any IPR, patent, copyright, trademark or involve wrongful use of trade secret or confidential information or negligence attributable to the Vendor.

7 Appropriation: Whenever under this contract any sum of money is recoverable from any payable by the vendor, HAL shall be entitled to recover such sum by appropriating in part or whole by deducting any sum then due or which at any time thereafter may become due to the vendor in this or any other contract entered by HAL as a whole its Divisions and Branch Offices etc., held by him alone or in partnership with others. Should this sum be not sufficient to cover the full amount recoverable, the vendor shall pay to HAL on demand the remaining balance due.

8 Risk purchases: The Vendor will supply quality items as per approved sample and also the quantity intended by the concerned Division in full as per terms and conditions of respective orders. In case the Vendor fails to execute the order either in terms of quality or in quantity, HAL reserves the right to procure from elsewhere at the risk and cost of the Vendor and any extra expenditure incurred due to this purchase is payable by the Vendor.

E. Mandatory Clauses as per Ministry or Govt. of India:

1 Bribes and Gifts Any bribe, commission, gift or advantage given, promised or offered by or on behalf of the Vendor or his parties, agent or servant or any one on his or their behalf to any officer, servant, representative or agent of HAL or any person on his or their behalf in relation to the obtaining or to the execution of this or any other contract with HAL shall in addition to any criminal liability which the Vendor may incur, subject to the Vendor to the cancellation of this and all other contracts with HAL and also to payment of any loss or damage resulting from any such cancellation thereof. Any question or dispute as to the commission of any offence under the present clause shall be settled by HAL in such manner and on such evidence or information as they may think fit and sufficient and their decision shall be final and conclusive.

2 Immunity to Government of India: It is understood and agreed that the Government of India is not a party to this agreement and has no liabilities, obligations or rights hereunder. It is expressly understood and agreed that HAL is an independent legal entity with power and authority to enter into contracts solely in its own behalf under the applicable Laws of India and General Principles Contract Law. The vendor shall agree, acknowledge and understand that HAL is not an agent, representative or delegate of the Government of India. It is further understood and agreed that the Government of India is not and shall not be liable for any acts, omissions, commissions, breaches or other wrongs arising out of the contract. Accordingly, vendor expressly waives releases and foregoes any and all actions or claims against the Government of India arising out of this contract, not to sue the Government of India as to any manner, claim, and cause of action or thing whatsoever arising out of or under this agreement.

3 Agents/Agency Commission66 (Note: HAL has not appointed/authorized any person/agent to deal with the vendors in respect of the said contract. In case, if someone claims and interacts with the vendors it shall be duty of the vendors to bring such instances to the notice of HAL Management). The Vendor confirms and declares to the Buyer that the Vendor is the original manufacturer or authorized distributor/stockist of original manufacturer or Govt. Sponsored/ Designated Export Agencies (applicable in case of countries where domestic laws do not permit direct export by OEMs) of the stores referred to in this offer/contract/Purchase order and has not engaged any individual or firm, whether Indian or Foreign whatsoever, to intercede, facilitate or in any way to recommend to Buyer or any of its functionaries, whether officially or unofficially, to the award of the contract/purchase order to the Vendor; nor has any amount been paid, promised or intended to be paid to any such individual or firm in respect of any such intercession, facilitation or recommendation. The Vendor agrees that if it is established at any time to the satisfaction of the Buyer that the present declaration is in any way incorrect or if at a later stage it is discovered by the Buyer that the Vendor has engaged any such individual/firm, and paid or intended to pay any amount, gift, reward, fees, commission or consideration to such person, party, firm or institution, whether before or after the signing of this contract/ purchase order, the Vendor will be liable to refund that amount to the Buyer. The Vendor will also be debarred from participating in any RFQ/ Tender for new projects/program with Buyer for a minimum period of five years. The Buyer will also have a right to consider cancellation of the Contract/ Purchase order either wholly or in part, without any entitlement or compensation to the Vendor who shall in such event be liable to refund all payments made by the Buyer in terms of the Contract/ Purchase order along with interest at the rate of 2% per annum above LIBOR (London Inter-Bank Offer Rate) (for foreign vendors) and Base Rate of SBI (State Bank of India) plus 2% Secured Overnight Financing Rate (SOFR) (for foreign vendor) and Marginal Cost of Funds-based Lending Rate (MCLR) of State Bank of India plus 2% per annum (for Indian vendor). The Buyer will also have the right to recover any such amount from any contracts/ Purchase order concluded earlier with Buyer.

4 Make In India Considering the huge and continuous requirement, HAL suggests the successful bidder to explore the possibility of manufacturing of the offered items in India to promote Govt. of India’s Make in India Policy. At this stage, HAL proposes to buy the systems/ items directly from the bidder for the firm requirement indicated above. However, for anticipated/future requirement, HAL requests successful bidder to submit the roadmap/proposal for HAL’s review for manufacturing of the offered system/item in India by setting up manufacturing facility in India or through joint venture in India.

5 Fall Clause The price quoted shall be in no event exceed the lowest price at which you sell the supplies or offer to sell supplies of identical description for similar quantity/terms to any person(s)/ organization including the purchases by any department of the Govt. of India, the State Govt. or any statutory undertaking of the Govt. of India/ State Govt., as the case may be during the period till the completion of the performance of the order placed and during currency of the order. If at any time during the said period, the vendor reduces the sales price, sells or offers to sell such supplies to any person/ organization including the purchaser or any department of Central Govt. or any Dept. of State Govt., or any statutory undertaking of the Central or State Govt., as the case may be at a price lower than the price chargeable under the contract, Vendor shall forthwith notify such reduction/ sale or offer to sale to the HAL and the price payable under the contract for the supplies supplied after the date of coming into force of such reduction or sale or offer to sale shall stand correspondingly reduced.

F. Dispute Resolution Mechanisms

1 Settlement of Disputes and Arbitration a) Below clause is applicable to organizations other than PSUs/ DPSUs or MSEs or Foreign Vendors:67 Amicable Settlement: Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by bilateral discussions. In case of technical disputes involving confidential matters, the issue shall be referred to a high level technical authority for each party, appointed for this purpose. Any dispute, which cannot be settled amicably as above within 60 days from the date on which either party informs the other in writing by a notice that such dispute, disagreement or question exists, shall be settled by Arbitration. Arbitration: The Arbitration Proceedings shall be conducted in India under the Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. The award of such Arbitration shall be enforceable in Indian Courts only. The arbitration tribunal shall be consisting of Sole Arbitrator, who shall be nominated by both parties mutually within one (1) month from the date of invoking Arbitration clause by the effected party, failing which the Arbitrator may be nominated under the provisions of Indian Arbitration and Conciliation Act, 1996 and its subsequent amendments from time to time. In case if both Parties agree for an Arbitration Tribunal consisting of three Arbitrators, then out of three Arbitrators two Arbitrators shall be appointed by each party to the Contract and the so appointed two Arbitrators shall jointly appoint the third Arbitrator who shall be the Presiding officer. In the event of a vacancy caused in the office of the Arbitrator, the party/parties which/who nominated such Arbitrator shall be entitled to nominate another in the place of retiring/outgoing Arbitrator and the arbitration proceedings shall continue from the stage they were left by the retiring Arbitrator. The seat of Arbitration shall be at Bengaluru, India and the language of the Arbitration shall be English. The award of the Arbitration shall be final and binding between the parties to this Agreement. Each party shall bear its own cost of preparing and presenting its case. The cost of Arbitration including the fees and expenses of the Arbitrator shall be shared equally between the Parties, unless otherwise awarded by the Arbitration Tribunal. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of other party.

b) Applicable only for MSEs: The Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 provides parties to a dispute (where one of the parties is a Micro or Small Enterprise) to be referred to Micro and Small Enterprises Facilitation Council if the dispute is regarding any amount due under Section 17 of the MSMED Act, 2006. If a Micro or Small Enterprise, being a party to dispute, refers to the provisions in MSMED Act 2006, these provisions shall prevail over the Indian Arbitration and Conciliation Act, 1996.

c) Settlement of Disputes and Arbitration with PSUs/ DPSUs: (Note: May also refer below guidelines: a) DPE D.O.No. 15(9)/86-BPE(Fin) dt. 29-03-1989. b) HAL Commercial Circular vide no. 59, dt. 25-08-1989. c) O.M. No. 334774/DoLA/AMRD/2019 dt. 31-03-2020) d) HAL CO Circular vide no.HAL/HR/24(9)-2/2022 dt. 26-12-2022 In the event of any dispute or difference relating to the interpretation and application of the provisions of commercial contract(s) between Central Public Sector Enterprises (CPSEs)/ Port Trusts inter se and also between CPSEs and Government Departments/Organizations (excluding disputes concerning Railways, Income Tax, Customs & Excise Departments), such disputes or differences shall be taken up by either party for resolution through AMRCD (Administrative Mechanism for Resolution of CPSE’s Disputes) as mentioned in DPE OM No. 05/0003/2019-FTS-10937 dated 14-12-2022 and the decision of AMRCD on the said dispute will be binding on both the Parties.

2 Supply and Payment during Arbitration: Supply under the contract shall if reasonably possible continue by mutual agreement during the Arbitration proceedings and no payment due to or payable by HAL, will be withheld without reasonable cause and merely on account of the pendency of such proceedings.

3 Jurisdiction and Governing/Applicable laws: The Court at Bangalore/place of Division only shall have jurisdiction to deal with and to decide any legal matter whatsoever arising out of this contract. This contract shall be governed by and subject to and interpreted and construed in accordance with the Laws of Republic of India, which are in force from time to time. Nothing in this contract shall entitle the Parties to this contract to exercise the rights, privilege and powers conferred under this contract in any manner which will contravene the Laws of India.

G. Payment related clauses:

1 Payment terms in RPQ/PO applicable for MSMEs (Note: As per HAL Circular no. HAL/CD/617(TReDS)/2022/1293 dt.12-10-2022, in case of issuing any RFP/RFQ where “MSME Vendor” is also invited to bid, then it is suggested to include the below provision) HAL is registered on TReDS platform (Trade Receivable Discounting Systems), as being promoted by GOI directives. It is suggested that all the MSME Vendors to take note of the same and consider for registration on any TReDS platform and avail the platform services which is being made available as per Government initiative.

2 Firm Prices The contract prices will be firm and fixed as per contract terms till execution of contract and exclude subsequent claims or price increases of any kind.

3 Payment For Stores/Supplies: Unless otherwise agreed to between the parties, HAL will effect payment for the delivery of the stores by Electronic Bank Transfer (ECE/RTGS) to the Vendor’s bank account as notified to HAL on submission of bills in triplicate. Payment for the stores on each delivery will be made to the vendor after goods are received and passed by inspection. Normally 30 days will be allowed for inspection after receipt of goods.

4 Statutory Variation Clause: Unless otherwise stated in the contract, statutory increase in applicable GST rate only during the original delivery period shall be to Procuring Entity’s/Buyer account. Any increase in the rates of GST beyond the original completion date during the extended delivery period shall be borne by the Vendor. The benefit of any reduction in GST rate must be passed on to the Procuring Entity/Buyer during the original and extended delivery period. However, GST rate amendments shall be considered for quoted HSN code only, against documentary evidence, provided such an increase of GST rates takes place after the last date of bid submission.

H. Confidentiality and IPR related clauses

1 Confidentiality (general clause) The Vendor shall hold confidential technical data and information supplied by the Purchaser or on behalf of the Purchaser and shall not reproduce any such technical data or information or divulge the same to any third party without the prior written consent of the Purchaser. The Purchaser shall hold confidential technical data and information supplied by the Vendor or on behalf of the Vendor and shall not reproduce any such technical data or information or divulge the same to any third party without prior written consent of the Vendor except as far as may be necessary for either party to carry out its obligations under this Contract. The below clause may be considered in case of Indigenous Vendors:

(Note: the below part of clause for Indigenous tenders which is to be included in addition to clause 1 Confidentiality (general)) In the development orders, where technical inputs/assistance is provided to the vendors, the Intellectual Property Rights (IPR) will rest with HAL. Vendor will not directly deal with HAL’s customer for these items. Confidentiality clause for Data Sharing with Sub-contractors: (To mandatorily include in all such cases where related data/information defence, drawings etc., are shared as a part of tender/ Purchase Order/ Contract including for subcontract works) For the purpose of this Tender/Contract/Agreement, the Bidder/Vendor shall not store, copy or disclose HAL’s data and information whether in written, machine readable or other tangible form or disclosed orally, that is of value to HAL. Also, Bidder/Vendor agrees to use HAL’s data only for the purpose under this Tender/Contract/Agreement, restrict disclosure to any other person or entity or third party and shall safeguard the provided data including from cyber security risks etc. Bidder/Vendor should promptly return within 90 days HAL’s data in original media and should not keep HAL’s data, upon expiry of Tender/Contract/Agreement or early termination of Contract/Agreement and certify that HAL’s data has been deleted permanently. Non-adherence to this confidentiality clause by the Bidder/Vendor shall be treated, as a material breach of this Tender/Contract/Agreement. The provisions of this clause shall survive and remain in force notwithstanding the termination or expiry of this Contract/Agreement.

2 IPR for Development Activities & Infringement of Third Party IPR: (Note: In the development orders, where technical inputs/assistance is provided to the vendors/OEM, the Intellectual Property Rights (IPR) will rest with HAL. Vendor will not directly deal with HAL’s customer for these items) Part – A: IPR Clause for Development Activities taken up at the Behest of HAL: a) Vendor agrees that HAL shall be the sole owner of all Intellectual Property (IP) generated in the performance of this Contract by or on behalf of Vendor with the aid of either funding and/or technical inputs from HAL (hereinafter referred to as ‘Foreground IP’). If applicable and to the extent that Vendor sub-contracts performance of any part of the Contract, the Vendor shall ensure that any Foreground IP arising from such work of its sub-contractor/s shall be assigned to HAL absolutely. Vendor hereby assigns and agrees to assign all rights and interest in the Foreground IP to HAL. Vendor shall share with HAL, all documentation necessary for HAL to exercise its rights to Foreground IP. If required by HAL, Vendor shall assist HAL in registering the Foreground IP in favour of HAL. b) Vendor grants to HAL an irrevocable, non-exclusive, world-wide, royalty-free license to sell, offer for sale, use, execute, release, disclose, and distribute the developed Supplies/Services/Products, which may contain Background IP. Background IP shall mean and include all pre-existing inventions and IP necessary for HAL to exercise its rights to Foreground IP. c) Vendor shall indemnify and protect at its own cost, HAL in respect of cost/claims/ liabilities (including attorney’s fees and associated costs of legal proceedings) arising from any violation of Intellectual Property Rights of any third party with respect to Supplies/Services provided by Vendor. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Vendor shall within reasonable time at Vendor’s own cost either, i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or, ii) replace or modify the Supplies/Services so that it becomes non-infringing or, iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to Vendor and damages suffered by HAL arising due to inability to put to use the supplies/services or a portion thereof. d) In case the Vendor receives a requirement/ request for supply or repair of deliverables of this contract directly from any third party including HAL’s customers, such request shall be forwarded to HAL. Intellectual Property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship, technical data, drawings, specifications, process information, reports and documented information; and computer software (including without limitation, source code, object code, source code listings and object code listings that would enable the software to be reproduced or recreated), topology of integrated circuits, databases or any other such results of intellectual activity.

IPR Clause for indemnification of HAL in case of Infringement of Third Party IPR: a) HAL shall have the right to use the Supplies/Services procured under the contract that may contain any Intellectual Property/ Intellectual Property Rights. Vendor shall indemnify and protect at its own cost, HAL in respect of cost/claims/ liabilities (including attorney’s fees) arising from any violation of Intellectual Property Rights of any third party with respect to Supplies/Services provided by Vendor. If HAL or HAL’s customer/s are unable to put to use the Supplies/Services or a portion thereof as a result of violation of the Intellectual Property of any third party, Vendor shall within reasonable time at Vendor’s own cost either, i) procure for HAL and HAL’s Customer/s the right to continue using the Supply/Service or, ii) replace or modify the Supplies/Services so that it becomes non-infringing or, iii) compensate HAL the amount equivalent to the cost of supplies procured/ to be procured, development cost already paid to Vendor and damages suffered by HAL arising due to inability to put to use the supplies/ services or a portion thereof. Intellectual Property for the purpose of this clause includes inventions, discoveries and improvements; know-how, works of authorship, technical data, drawings, specifications, process information, reports and documented information; and computer software(including without limitation, source code, object code, source code listings and object code listings that would enable the software to be reproduced or recreated), topology of integrated circuits, databases or any other such results of intellectual activity.

I. Miscellaneous/Boilerplate Clauses:

1 Relationship of the Parties: It is understood that each party is an independent party and that all personnel engaged in the work under the Purchase Order/s that are supplied by either party shall in no sense be employees of the other party. It is further agreed that neither party shall have the right to act as the agent or legal representative of the other party or to bind the other party in any respect whatsoever or to incur any debts or liabilities in the name or on behalf of the other party.

2 Counterparts: This Agreement/Contract shall be signed in two counterparts, each of which will be deemed as an original document.

3 Survival of Special Clauses: The clauses dealing with arbitration and confidentiality shall survive and continue to have effect after the expiry or termination for any reason whatsoever of the services placed.

4 Assignment/Subcontract: Neither of the parties of this contract shall be entitled without the other party’s consent to assign or transfer to a third party all or part of the benefits or obligations of this contract/PO.

5 Amendment to Contract/PO: Any amendment to Contract/ Purchase Order would be enforceable only if made in writing and duly signed by authorized representatives of both the parties hereto.

6 Waiver: Failure of either Party at any time to enforce any of the provisions of this Contract/PO shall not per se constitute a waiver by that Party of any such provisions nor in anyway affect the validity of the Contract/PO or any part hereof.

PART - III: Other Conditions for Indigenous Procurement:

1 Tender conditions: a) Any order, resulting from the enquiry, shall be governed by the General Terms and Conditions of Contract of HAL and any party quoting against this enquiry shall be deemed to have read and understood these terms and conditions and to have quoted subject to these terms and conditions (Enclosed). b) When counter terms and conditions have been offered by a Bidder, HAL shall not be deemed to be governed by such terms and conditions unless specific written acceptance thereof has been given by HAL. c) Any terms & conditions which has not been the part of the bid or Purchase Order, if put forward in subsequent correspondence, shall not be considered by HAL. d) Disregard of any instructions, may result in your offer being ignored. e) Canvassing by bidders in any form, including unsolicited letters on bid/s submitted or post tender corrections shall render the bid/s liable for summary rejection.

2 Relaxation of Prior Experience & Prior Turn-over Criteria for Micro & Small Enterprises (MSEs) & Start-ups: Wherever RFQ stipulates qualification/eligibility criteria to be met by bidder/s such as prior experience and/or prior turn-over, the criterion will be relaxed w.r.t. to all start-ups and MSEs subject to meeting of quality and technical specifications stipulated in the tender. Also vendor shall furnish documentary proof for being MSEs/Start-up as stipulated by the Ministry.

3 Price: The bidder is required to indicate prices against individual items. a) Price quoted should be on F.O.R. Destination basis, for delivery at HAL Stores inclusive of all charges including transit insurance. b) Indian Bidder should quote in Indian Rupees and payment will be made in Indian Rupees. c) Bidders should clearly mention whether the prices hold good when the full quantity of enquiry is not ordered but only a part of it. Unless otherwise mentioned, it would be assumed that the rates hold good even when lesser quantities than those enquired of are ordered. Any increase in prices at a later date for ordering lesser quantities will not be agreed to.

4 Taxes: a) (GST clause may be considered, as per applicability). b) Excise Duty (for items not under purview of GST): Excise Duty will be paid only on production of sufficient documentary evidence or a certificate from the Vendor for having paid the Excise Duty at actual. The present rate and tariff details should be indicated.

5 Delivery: Deliveries quoted should be firm (or as per the schedule indicated).

6 Terms of Payment: In the event of an order, 100% payment will be made within 30 days of receipt and acceptance at our Stores by RTGS or any other latest Electronic Payment remittance mode. (However, in case of Global tenders, domestic Vendor/s may opt for payment through Letter of Credit).

7 Import Content: In case the item/product offered by Indian vendor has import content, then the value of import content shall be indicated in the quotation (in FE/ INR as the case may be).

8 Date of Reckoning of Exchange Rate Variation: If the products/items/materials quoted by the Indian vendors involves import content, then the value of import content needs to be indicated in the offer (in FE). Further, vendor should indicate whether Exchange Rate Variation (ERV) is applicable on the FE content declared by the vendor. If ERV is applicable, ERV reckoning date shall be the last date of submission of commercial bids (i.e. due date of the tender). For purpose of making ERV payment, actual value of import (to be supported by BOE, etc.) or declared value of import in bidders quote whichever is lower to be considered for calculation of ERV based on TT selling rate on the date of BOE. Exchange rate variation on the higher side, shall be paid by the HAL and similarly any exchange rate variation on lower side i.e. price reduction, to be passed on to HAL.

9 Denial Clause:69 In case of any delay in delivery caused due to default of the Vendor and during such delayed period if any increase in statutory duties and/or upward rise in prices due to the Price Variation Clause (PVC) and/or any adverse fluctuation in foreign exchange arises then such additional amount/s is/are to be borne by the Vendor, apart from the payment of agreed Liquidated Damages. Besides HAL reserves its right to get any benefit of a downward revisions in statutory duties, PVC and foreign exchange rate, taken place during such delayed period, effecting the original agreed price.

10. HAL reserves the right to reduce the Purchase order quantity.

HINDUSTAN AERONAUTICS LIMITED BANGALORE COMPLEX FACILITIES MANAGEMENT DIVISION

TENDER ENQUIRY SUBJECT : Supplying of 43/ 53 grade ordinary portland cement in bags of 50 Kgs each ISI marked for a period of one year for FMD, HAL [BC]

Enquiry No. FMD/IMM-F/E/26/RT/1

Enquiry Date 29.05.2026

Due Date and closing time 04.06.2026 at 12.30 Hrs

Opening Date and time 05.06.2026 at 12.30 Hrs

Dear Sir, Please submit your quotation in E-procurement portal Through E-tendering mode on or before due date and closing time for following item

Your quotation should consist of the following details : Details required by HAL

NAME OF THE SUPPLIER :

SUPPLIER QUOTATION REFERENCE :

SUPPLIER CONTACT DETAILS ( ADDRESS, EMAIL ID, CONTACT NOS) :

Sl.No. DESCRIPTION QTY UNIT RATE / UNIT (in Rs) GST % Unit Rate incl GST (in Rs) Total Price incl. GST (in Rs) TOTAL AMOUNT/UNIT % OF GST TO BE MENTIONED HERE

1 Supplying of 43/ 53 grade ordinary portland cement in bags of 50 Kgs each ISI marked for a period of 12 months (Staggered delivery) HSN No. 25231000 Cement OPC ( HAL Preferred Brands) 1. Ambuja Cements Ltd 2. ACC Cements Ltd 3. Bharathi Cement Corporation Ltd 4. Birla Corporation Ltd 5. Birla Gold Cement 6. Chettinad cements corporation Ltd 7. India cements Ltd 8. Dalmia Cement Bharat Ltd 9. Jaypee Cement Ltd 10. J. K. Cement Pvt. Ltd 11. Konark Cement 12. Myhome Industries Pvt. Ltd 13. Penna cement Industries Ltd 14. Ramco 15. Shree cement 16. Ultra Tech Cement Ltd 17. Zurai cement limited Note: General terms & conditions of the contract is enclosed 750 Nos

GRAND TOTAL FOR 1200Bags[IN Rs]

GRAND TOTAL [IN WORDS]

COMMERCIAL TERMS & CONDITIONS

Sl.No. Details required by HAL COMPLIED/ NOT COMPLIED DEVIATIONS (IF ANY) REMARKS (IF ANY)

1 Goods & Service Tax: Applicable GST should be clearly indicated (in % & Rs.) or shall be deemed as included.

2 The Seller warrants to have valid registration under applicable provisions of GST. A copy of the Registration certificate should be submitted along with the offer.

3 Seller’s right to payment is subject to submission of a valid Tax Invoice which would enable the Service Recipient (HAL) to claim Input Tax Credit in Compliance with the provisions of the GST.

4 Seller also warrants to duly comply all relevant provisions of the GST Laws including filing returns, paying taxes within the stipulated period so that no hindrance can be faced by HAL to claim Input Tax Credit as per provisions of the GST Law.

5 Seller shall fully indemnify to Service Recipient (HAL) on first demand against any claims, liabilities, actions, demands, Loss, Costs and expenses occurred/ imposed to the Service Recipient (HAL) on account of his failure to fully/ partially discharge the statutory levies in time, or his failure in adherence of the applicable laws in force.

6 Validity of quotations (As per HAL validity upto 120 days from due date):

7 Payment Terms : Payment will be made within 30 days after supply and acceptance of the materials at our stores..

8 Delivery Schedule: Delivery required by staggered supply of 200 bags of cement every two months once.

9 LOADING FACTORS: Loading factors for Non-compliance of Terms and conditions of RFQ Such as LD Clause, Security Deposit, PBG etc shall be suitably loaded with factors / values i.e LD - 10%, PBG - 5% etc as per Purchase Manual. Please refer Purchase manual at our website www.hal-india.co.in

10 ARBITRATION ACT: Any agreement / Contract resulting from this tender shall have binding on both the parties that in case of any dispute arising from above agreement, the final authority to decide the matter will be Head of concerned HAL's Division or their authorized Officers. In the event of disagreement with the decision of Head of respective Division, the courts in the City of Bangalore alone shall have the Jurisdiction to deal with and decide any matter or dispute whatsoever arising out of this Contract including those arising under Arbitration Act.

11 MSME: As per the directives of Govt. of India, Ministry of Micro, Small & Medium Enterprises (MSME- MSMED ACT 2006) HAL Facilities Management Division has earmarked to procure goods worth 20% from MSMEs with a sub target of 4% of these 20% from MSMEs owned by SC/ST Entrepreneur, copies of the same should be scanned and uploaded along with offers for consideration. In line with directives, the procurement against this enquiry could be split as under: “The participating MSEs in tender, quoting price within the band of L1+15% may be allowed to supply a portion of the requirement by bringing down their price to L1 price, in a situation where L1 price is from someone other than a MSE. In this regard, it is to be informed the Ministry of MSME has issued clarification vide Office Memorandum No. F. No. 22 (1)/2021-MA dt. 24th Oct 2016 covering various FAQs wherein it is indicated against a query (i.e whether MSE quoting price within price band L1+15% may be awarded for full/complete supply of total tendered value to MSE, considering spirit of policy for enhancing the Govt. procurement from MSE. In view of the above, it is clarified that. In case the Tendered item falls under Splitable/divisible category, the MSE shall be allowed to supply 25% of total tendered quantity.(ii) In case the tendered item fall under non-splitable/non-divisible category, the MSE shall bbe allowed to supply 100% of total tendered quantity subject to the quoted price of MSE falls within the price band of L1+15% and such MSE agrees to match with L1 price (where L1 is non MSE Vendor). This tender falls under Non-Splittable/ Non-divisible category.

11a The Vendors claiming price preference as per the MSME Act required to provide the UAM number and the UAM Certificate along with the quotation. Also vendors registered under SC/ST MSME need to specify the same.

11b The Vendors claiming price preference as per the MSME Act required to provide the UAM number and the UAM Certificate along with the quotation. Also vendors registered under SC/ST MSME need to specify the same.

11c Vendors registered under SC/ST need to specify the same and provide the certificate.

11d Vendors registered under Women Entrepreneur need to specify the same and provide the certificate.

12 Repeat Order: In the event of any additional requirement from HAL within 12 months from the contractual Completion date of this tendered quantity you may have to accept to execute the order at the same price and Terms & Conditions.

13 Compliance for all the Terms and conditions of Enquiry.

14 Vendor to provide MTC ( Manufacturer's Test Certificate) at the time of supply.

UNDERTAKING BY THE VENDOR : READ AND UNDERSTOOD ALL THE ABOVE TERMS & CONDITIONS ALONG WITH PARAS AND SUB PARAS MENTIONED THERE IN AND THE SAME IS AGREEABLE TO US AND THE QUOTE SUBMITTED/TO BE SUBMITTED BY US IS TAKING INTO CONSIDERATION OF ABOVE POINTS. AGREED / NOT AGREED REMARKS

****NOTE**** 1. Your Prices quoted should be on F.O.R destination basis for delivery at our stores incusive of all charges like Transportation and Transit Insurance etc. 2. Please indicate the "Name of the Supplier" & "Quotation Ref No" in the space provided above.